AGL Private Credit Income Fund SC 13D/AAGL Private Credit Income Fund / Abu Dhabi Investment Authority ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

AGL Private Credit Income Fund

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.001 per share

(Title and Class of Securities)

None

(CUSIP Number)

Turner Herbert

Abu Dhabi Investment Authority

211 Corniche

PO Box 3600

Abu Dhabi, United Arab Emirates

+971 2 4150000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2024

(Date of Event Which Requires Filing of Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

CUSIP No. None

Schedule 13D

CUSIP No. None

Schedule 13D

CUSIP No. None

Schedule 13D

CUSIP No. None

AMENDMENT NO. 1 TO SCHEDULE 13D

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Abu Dhabi Investment Authority (“ADIA”), Platinum International Investment Holdings RSC Limited (“Platinum Holdings”), Platinum Falcon B 2018 RSC Limited (“Platinum Falcon”) and Platinum Bird C 2024 RSC Limited (“Platinum Bird”, and together with Platinum Falcon, Platinum Holdings and ADIA, the “Reporting Persons”) on October 28, 2024. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 4 is incorporated herein by reference. The Common Shares of the Issuer were purchased by Platinum Bird with the working capital of Platinum Bird.

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

On November 8, 2024, the Issuer delivered a Drawdown Notice to Platinum Bird to purchase Common Shares in an aggregate amount equal to $36,869,115 (the “Second Purchase Amount”). Platinum Bird paid the Second Purchase Amount to the Issuer to purchase 1,463,640.93 Common Shares at a per share purchase price of $25.19, with such number of shares and purchase price being determined by the Issuer on November 22, 2024.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 5,469,236.86 Common Shares outstanding as of November 22, 2024, based on information received from the Issuer. The Common Shares reported herein are directly held and beneficially owned by Platinum Bird. Platinum Falcon, the sole owner of Platinum Bird, may be deemed to beneficially own the Common Shares directly held by Platinum Bird. Platinum Holdings, the sole owner of Platinum Falcon, may be deemed to beneficially own the Common Shares directly held by Platinum Bird. ADIA, the sole owner of Platinum Holdings, may be deemed the beneficial owner of the Common Shares directly held by Platinum Bird. The information in Item 4 regarding voting power over the Common Shares reported herein under the Voting Trust Agreement and the termination provisions of the Voting Trust Agreement are incorporated herein by reference.

(c) The information in Items 3 and 4 are incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein.

(e) Not applicable.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 4 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of November 26, 2024